Note 11 - Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
11. SUBSEQUENT EVENTS
The Company’s management evaluated subsequent events through the date of issuance of the financial statements included herein. There have been no subsequent events that require recognition or disclosure in these financial statements except for the following described below.
Share Issuances
On July 1, 2026, the Company issued 416,954 shares of Common Stock for an aggregate offering price of $9.85.
On August 1, 2026, the Company issued 256,650 shares of Common Stock for an aggregate offering price of $9.85.
No underwriting discounts or commissions were paid in connection with any of the foregoing sales of Common Stock. Each sale of Common Stock was made pursuant to subscription agreements between the Company and its investors. The foregoing issuances and sales of the Common Stock are exempt from the registration requirements of the 1933 Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder.
Dividends
On July 31, 2026, the Board declared a monthly dividend to stockholders of record as of July 31, 2026 in an amount equal to 100% of the Company’s net investment income minus accrued preferred stock dividends for the month of July 2026. This dividend was declared subsequent to June 30, 2026 and therefore is not reflected in the accompanying consolidated financial statements.
Loan Sourcing Agreement
On July 27, 2026, the Company entered into a loan sourcing and other services agreement (the “Loan Sourcing Agreement”) with Sound Point Capital Management, LP (“Sound Point”) and Remora. Pursuant to the Loan Sourcing Agreement, Sound Point will identify potential investment opportunities for the Company. Remora, as the investment adviser to the Company, will retain sole discretion with respect to any investment opportunities identified by Sound Point. In connection with any investment opportunities sourced by Sound Point in which the Company invests, Sound Point will provide the Company and Remora with certain ongoing information about such investments, as more fully described in the Loan Sourcing Agreement.
As compensation for the services provided under the Loan Sourcing Agreement, the Company will pay Sound Point, in arrears, a quarterly fee equal to the Annual Applicable Rate of the Aggregate Investment Value, each as defined below, computed by Sound Point for each day during the applicable calendar quarter. “Aggregate Investment Value” means, as of any particular date, the aggregate value of all approved investments held by the Company as of such date, as determined by the Board of Directors of the Company (or its valuation designee), which determination may incorporate valuation information provided by Sound Point; provided that, for purposes of the quarterly fee calculation, the value of any particular investment shall not exceed the outstanding principal balance of such investment as of such date. “Applicable Annual Rate” means: (i) when the Aggregate Investment Value for the relevant period is $250,000,000 or less, 0.80% per annum; (ii) when the Aggregate Investment Value for the relevant period is more than $250,000,000 and equal to or less than $500,000,000, 0.75% per annum; (iii) when the Aggregate Investment Value for the relevant period is more than $500,000,000 and equal to or less than $750,000,000, 0.70% per annum; and (iv) when the Aggregate Investment Value for the relevant period is greater than $750,000,000, 0.65% per annum.
The Loan Sourcing Agreement will continue until its termination, which will occur upon the earliest of (i) any party’s decision to terminate the Loan Sourcing Agreement, which will occur upon not less than ninety (90) days’ written notice to the other party, (ii) the termination of Remora as the investment adviser of the Company, and (iii) the date on which a party to the Loan Sourcing Agreement terminates the Loan Sourcing Agreement for Cause (as such term is defined in the Loan Sourcing Agreement).
The Company has agreed to indemnify Sound Point and its officers, directors and employees for all losses, damages, costs, expenses (including reasonable attorneys’ fees), liabilities, claims and demands, for any action, omission, information or recommendation in connection with the Loan Sourcing Agreement, except in the case of the Sound Point officers’, directors’, or employees’ actual misconduct, gross negligence, willful violation of any applicable statute or reckless disregard for its duties, in each case as determined by an arbitrator or a court of competent jurisdiction.
The description above is only a summary of the material provisions of the Loan Sourcing Agreement and is qualified in its entirety by reference to the copy of the Loan Sourcing Agreement, which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on July 30, 2026. |